| REGISTERED NUMBER: 15448787 (England and Wales) |
| Group Strategic Report, Report of the Directors and |
| Consolidated Financial Statements |
| for the Period 29th January 2024 to 31st December 2024 |
| for |
| Bellator Holdings Limited |
| REGISTERED NUMBER: 15448787 (England and Wales) |
| Group Strategic Report, Report of the Directors and |
| Consolidated Financial Statements |
| for the Period 29th January 2024 to 31st December 2024 |
| for |
| Bellator Holdings Limited |
| Bellator Holdings Limited (Registered number: 15448787) |
| Contents of the Consolidated Financial Statements |
| for the Period 29th January 2024 to 31st December 2024 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 3 |
| Report of the Independent Auditors | 4 |
| Consolidated Statement of Comprehensive Income | 7 |
| Consolidated Balance Sheet | 8 |
| Company Balance Sheet | 9 |
| Consolidated Statement of Changes in Equity | 10 |
| Company Statement of Changes in Equity | 11 |
| Consolidated Cash Flow Statement | 12 |
| Notes to the Consolidated Cash Flow Statement | 13 |
| Notes to the Consolidated Financial Statements | 14 |
| Bellator Holdings Limited |
| Company Information |
| for the Period 29th January 2024 to 31st December 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| (Statutory Auditor) |
| Thorneloe House |
| 25 Barbourne Road |
| Worcester |
| WR1 1RU |
| Bellator Holdings Limited (Registered number: 15448787) |
| Group Strategic Report |
| for the Period 29th January 2024 to 31st December 2024 |
| The directors present their strategic report of the company and the group for the period 29th January 2024 to 31st December 2024. |
| REVIEW OF BUSINESS |
| During the period the group acquired three trading subsidiaries and the freehold properties in which each subsidiary operates out of. These acquisition were funded by new bank loans taken out in the year. |
| As the period end the group had net assets of £1,211,510. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| There are a variety of business risks arising from operating within the manufacturing industry. The directors manage risk associated with general market conditions through knowledge of the industry and monthly management accounts. |
| In line with the rest of the manufacturing sector the directors have identified the following as the more significant risks and uncertainties faced by the company are: |
| - | customer retention; |
| - | recoverability on trade debtors; |
| - | margin pressures arising from price sensitivity of contracts; |
| - | increases in labour costs; |
| - | increases in material costs; and |
| - | overall profitability. |
| The directors believe that robust internal control processes in place including credit control, strong customer and supplier relationships, and excellent levels of customer service, provide the group with very good protection in relation to the principle risks and uncertainties faced. |
| The group has taken out long term variable rate bank loans to finance the acquisition of its subsidiaries and related freehold property. The directors monitor, review and manage cash flow of all of the companies within the group as well as the group as a whole to ensure that sufficient cash is generated from operations to meet the repayment terms of these loans. |
| KEY PERFORMANCE INDICATORS |
| Because all three subsidiaries were purchased part way through the current period, the length of time between the date of acquisition and the period end is considered to be too short a period for any meaningful analysis regarding the trading results of each of the subsidiaries since their date of acquisition to be undertaken. As such the directors do not consider there to be any key performance indicators that can be reliably calculated in regard to the current financial period. |
| PLANS FOR THE FUTURE |
| The directors are looking to acquire an additional trading subsidiary in the near future. |
| ON BEHALF OF THE BOARD: |
| Bellator Holdings Limited (Registered number: 15448787) |
| Report of the Directors |
| for the Period 29th January 2024 to 31st December 2024 |
| The directors present their report with the financial statements of the company and the group for the period 29th January 2024 to 31st December 2024. |
| INCORPORATION |
| The group was incorporated on 29th January 2024 . |
| PRINCIPAL ACTIVITY |
| The principal activity of the group in the period under review was that of the manufacture and sale of security fencing and coating and galvanising of metal. |
| DIVIDENDS |
| No dividends will be distributed for the period ended 31st December 2024. |
| DIRECTORS |
| Other changes in directors holding office are as follows: |
| Both the directors who are eligible offer themselves for election at the forthcoming first Annual General Meeting. |
| DISCLOSURE IN THE STRATEGIC REPORT |
| Information regarding principal risks regarding financial instruments and plans for the future is included in the Strategic Report. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
| Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| ON BEHALF OF THE BOARD: |
| Report of the Independent Auditors to the Members of |
| Bellator Holdings Limited |
| Opinion |
| We have audited the financial statements of Bellator Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31st December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the group's and of the parent company affairs as at 31st December 2024 and of the group's profit for the period then ended; |
| - | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
| - | have been prepared in accordance with the requirements of the Companies Act 2006. |
| Basis for opinion |
| We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
| Conclusions relating to going concern |
| In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
| Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
| Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
| In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
| Matters on which we are required to report by exception |
| In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
| We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
| - | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
| - | the parent company financial statements are not in agreement with the accounting records and returns; or |
| - | certain disclosures of directors' remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| Report of the Independent Auditors to the Members of |
| Bellator Holdings Limited |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
| In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
| Auditors' responsibilities for the audit of the financial statements |
| Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
| Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. |
| However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud. |
| In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, we have: |
| - | obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the group operates in and how the group is complying with the legal and regulatory framework; and |
| - | inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud. |
| As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', the Companies Act 2006 (and related legislation), laws and regulations relating to the employment and payment of staff including, but not limited to, the Employment Rights Act 1996, the National Minimum Wage Act 1998 and the Pensions Act 2008, and laws and regulations relating to tax compliance, specifically corporation tax and VAT. |
| We performed audit procedures to detect non-compliances which may have a material impact on the financial statements, which included reviewing the financial statement disclosures. This includes sample testing of monthly payroll records for the calculation of gross wages, payroll taxes and pension costs. We have also reviewed corporation tax and VAT calculation for the year for indications of material errors, including testing of the VAT treatment on a sample of sales and purchases. |
| We identified the areas of the financial statements most susceptible to fraud to be management's judgement in calculating work in progress. Audit procedures performed included, but were not limited to, reviewing managements workings behind these calculations, and tracing to source documentation. |
| Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| Report of the Independent Auditors to the Members of |
| Bellator Holdings Limited |
| Use of our report |
| This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
| for and on behalf of |
| (Statutory Auditor) |
| Thorneloe House |
| 25 Barbourne Road |
| Worcester |
| WR1 1RU |
| Bellator Holdings Limited (Registered number: 15448787) |
| Consolidated |
| Statement of Comprehensive |
| Income |
| for the Period 29th January 2024 to 31st December 2024 |
| Notes | £ | £ |
| TURNOVER | 4 | 10,053,512 |
| Cost of sales | 7,945,336 |
| GROSS PROFIT | 2,108,176 |
| Distribution costs | 54,787 |
| Administrative expenses | 1,014,614 |
| 1,069,401 |
| 1,038,775 |
| Other operating income | 2,000 |
| OPERATING PROFIT | 6 | 1,040,775 |
| Amortisation of positive goodwill | 8 | (11,829 | ) |
| Amortisation of negative goodwill | 8 | 641,646 |
| 1,670,592 |
| Interest receivable and similar income | 9 | 135 |
| 1,670,727 |
| Interest payable and similar expenses | 10 | 261,682 |
| PROFIT BEFORE TAXATION | 1,409,045 |
| Tax on profit | 11 | 197,635 |
| PROFIT FOR THE FINANCIAL PERIOD |
| OTHER COMPREHENSIVE INCOME | - |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
1,211,410 |
| Profit attributable to: |
| Owners of the parent | 1,211,410 |
| Total comprehensive income attributable to: |
| Owners of the parent | 1,211,410 |
| Bellator Holdings Limited (Registered number: 15448787) |
| Consolidated Balance Sheet |
| 31st December 2024 |
| Notes | £ | £ |
| FIXED ASSETS |
| Intangible assets | 13 | 482,877 |
| Tangible assets | 14 | 7,234,000 |
| Investments | 15 | - |
| 7,716,877 |
| CURRENT ASSETS |
| Stocks | 16 | 866,543 |
| Debtors | 17 | 2,796,723 |
| Cash at bank and in hand | 1,220,721 |
| 4,883,987 |
| CREDITORS |
| Amounts falling due within one year | 18 | 5,986,542 |
| NET CURRENT LIABILITIES | (1,102,555 | ) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
6,614,322 |
| CREDITORS |
| Amounts falling due after more than one year |
19 |
(4,923,216 |
) |
| PROVISIONS FOR LIABILITIES | 23 | (479,596 | ) |
| NET ASSETS | 1,211,510 |
| CAPITAL AND RESERVES |
| Called up share capital | 24 | 100 |
| Retained earnings | 25 | 1,211,410 |
| SHAREHOLDERS' FUNDS | 1,211,510 |
| The financial statements were approved by the Board of Directors and authorised for issue on 30th October 2025 and were signed on its behalf by: |
| Paul Anthony Collins - Director |
| Bellator Holdings Limited (Registered number: 15448787) |
| Company Balance Sheet |
| 31st December 2024 |
| Notes | £ | £ |
| FIXED ASSETS |
| Intangible assets | 13 |
| Tangible assets | 14 |
| Investments | 15 |
| CURRENT ASSETS |
| Debtors | 17 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 18 |
| NET CURRENT LIABILITIES | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CREDITORS |
| Amounts falling due after more than one year |
19 |
( |
) |
| PROVISIONS FOR LIABILITIES | 23 | ( |
) |
| NET LIABILITIES | ( |
) |
| CAPITAL AND RESERVES |
| Called up share capital | 24 |
| Retained earnings | 25 | ( |
) |
| SHAREHOLDERS' FUNDS | ( |
) |
| Company's loss for the financial year | (230,703 | ) |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| Bellator Holdings Limited (Registered number: 15448787) |
| Consolidated Statement of Changes in Equity |
| for the Period 29th January 2024 to 31st December 2024 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Changes in equity |
| Increase in share capital | 100 | - | 100 |
| Total comprehensive income | - | 1,211,410 | 1,211,410 |
| Balance at 31st December 2024 | 100 | 1,211,410 | 1,211,510 |
| Bellator Holdings Limited (Registered number: 15448787) |
| Company Statement of Changes in Equity |
| for the Period 29th January 2024 to 31st December 2024 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Changes in equity |
| Increase in share capital | 100 | - | 100 |
| Total comprehensive income | - | ( |
) | ( |
) |
| Balance at 31st December 2024 | ( |
) | ( |
) |
| Bellator Holdings Limited (Registered number: 15448787) |
| Consolidated Cash Flow Statement |
| for the Period 29th January 2024 to 31st December 2024 |
| Notes | £ |
| Cash flows from operating activities |
| Cash generated from operations | 1 | 6,709,731 |
| Corporation tax paid | (282,836 | ) |
| Net cash from operating activities | 6,426,895 |
| Cash flows from investing activities |
| Purchase of intangible fixed assets | (6,000 | ) |
| Purchase of tangible fixed assets | (528,110 | ) |
| Sale of tangible fixed assets | 45,000 |
| Cash spent on purchase of subsidiaries | (11,518,587 | ) |
| Cash held in subsidiaries when purchased | 1,094,112 |
| Interest received | 135 |
| Net cash from investing activities | (10,913,450 | ) |
| Cash flows from financing activities |
| New bank loans | 5,210,800 |
| Bank loan repayments | (109,604 | ) |
| Borrowed from non-director shareholders | 1,000,000 |
| Settlement of deferred consideration | (83,333 | ) |
| Hire purchase loan repayments | (49,005 | ) |
| Share issue | 100 |
| Interest payable | (261,682 | ) |
| Net cash from financing activities | 5,707,276 |
| Increase in cash and cash equivalents | 1,220,721 |
| Cash and cash equivalents at beginning of period |
2 |
- |
| Cash and cash equivalents at end of period |
2 |
1,220,721 |
| Bellator Holdings Limited (Registered number: 15448787) |
| Notes to the Consolidated Cash Flow Statement |
| for the Period 29th January 2024 to 31st December 2024 |
| 1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| £ |
| Profit before taxation | 1,409,045 |
| Depreciation charges | 150,613 |
| Profit on disposal of fixed assets | (3,044 | ) |
| Goodwill amortisation | (629,817 | ) |
| Finance costs | 261,682 |
| Finance income | (135 | ) |
| 1,188,344 |
| Decrease in stocks | 726,025 |
| Decrease in trade and other debtors | 5,737,335 |
| Decrease in trade and other creditors | (941,973 | ) |
| Cash generated from operations | 6,709,731 |
| 2. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Period ended 31st December 2024 |
| 31.12.24 | 29.1.24 |
| £ | £ |
| Cash and cash equivalents | 1,220,721 | - |
| 3. | ANALYSIS OF CHANGES IN NET DEBT |
| Other |
| Subsidiary | non-cash |
| At 29.1.24 | Cash flow | acquisition | changes | At 31.12.24 |
| £ | £ | £ | £ | £ |
| Net cash |
| Cash at bank |
| and in hand | - | 126,609 | 1,094,112 | 1,220,721 |
| - | 126,609 | 1,094,112 | 1,220,721 |
| Debt |
| Finance leases | - | 49,005 | (20,457 | ) | (124,669 | ) | (96,121 | ) |
| Debts falling due |
| within 1 year | - | 109,604 | - | (354,959 | ) | (245,355 | ) |
| Debts falling due |
| after 1 year | - | (5,210,800 | ) | - | 354,959 | (4,855,841 | ) |
| - | (5,052,191 | ) | (20,457 | ) | (124,669 | ) | (5,197,317 | ) |
| Total | - | (4,925,582 | ) | 1,073,655 | (124,669 | ) | (3,976,596 | ) |
| 4. | MAJOR NON-CASH TRANSACTIONS |
| During the period the group acquire tangible fixed assets under hire purchase agreement with total cost of £124,669. |
| Consideration for the acquisition of subsidiaries in the period included deferred consideration of £1,500,000. |
| Included in net assets of subsidiaries at date of acquisition was a deposit of £82,980 relating to a post acquisition purchase of a tangible fixed asset. |
| Bellator Holdings Limited (Registered number: 15448787) |
| Notes to the Consolidated Financial Statements |
| for the Period 29th January 2024 to 31st December 2024 |
| 1. | STATUTORY INFORMATION |
| Bellator Holdings Limited is a |
| 2. | ACCOUNTING POLICIES |
| BASIS OF PREPARING THE FINANCIAL STATEMENTS |
| BASIS OF CONSOLIDATION |
| The consolidated financial statements incorporate those of Bellator Holdings Limited and all of its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefit). All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provide evidence of an impairment of the asset transferred. |
| None of the group companies are considered to have accounting policies that are not in line with those of the group. |
| Business combinations are accounted for by applying the purchase method, whereby at the acquisition date the group recognises goodwill (both positive and negative) acquired in a business combination as an asset, where goodwill is the excess of the cost of the business combination over the acquirer’s interest in the net amount of the identifiable assets, liabilities and contingent liabilities recognised. The cost of a business combination is the total of fair values, at the acquisition date, of assets given, liabilities incurred or assumed, and equity instruments issued by the group, in exchange for control of the subsidiary, plus any costs directly attributable (including legal fees and disbursements). |
| GOING CONCERN |
| At the period end the parent company's individual balance sheet was in a net liabilities position. |
| The parent company is a holding company for the group and has not trading activities itself. The company has the financial support of its trading subsidiaries. The group as a whole is considered to be a going concern. |
| TURNOVER |
| Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods has passed to the buyer (usually on dispatch of the goods) and the amount of turnover can be measured reliably. |
| Turnover from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable. |
| GOODWILL |
| Positive goodwill, being the amount paid in connection with the acquisitions of subsidiaries in excess of the fair value of net assets of the subsidiaries at time of acquisition, is being amortised evenly over their estimated useful lives of 10 years from the date of acquisition. |
| Negative goodwill, being the amount paid in connection with the acquisitions of subsidiaries less than the fair value of net assets of the subsidiaries at time of acquisition, is released to the profit and loss account in line with the release of the fair value of non-monetary assets of the relating subsidiaries at time of acquisition to the profit and loss account. Non-monetary assets include tangible fixed assets, stock and prepayments. |
| INTANGIBLE ASSETS |
| Computer software under development is not depreciated until the development has been completed and the computer software is available for use. |
| Bellator Holdings Limited (Registered number: 15448787) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 29th January 2024 to 31st December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| TANGIBLE FIXED ASSETS |
| Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life. |
| Freehold property | - not depreciated |
| Plant and machinery | - 10% on cost and 20% on cost |
| Motor vehicles | - 25% on cost |
| Computer equipment | - 33% on cost |
| Freehold property is not depreciated on the basis that the residual value is expected to be not less than historical cost. |
| STOCKS |
| Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
| Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition. |
| FINANCIAL INSTRUMENTS |
| Financial instruments are recognised when the company becomes party to contractual provisions of the instrument. |
| Financial assets are offset, with the net amounts presented in the accounts where there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. |
| Basic Financial Assets |
| Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. |
| Basic Financial Liabilities |
| Basic financial liabilities, including trade and other payables, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of future receipts, discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method. |
| Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of the operations from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction. |
| TAXATION |
| Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| DEFERRED TAX |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Bellator Holdings Limited (Registered number: 15448787) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 29th January 2024 to 31st December 2024 |
| 2. | ACCOUNTING POLICIES - continued |
| PENSION COSTS |
| The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
| 3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
| Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. |
| Depreciation rates applied to tangible fixed assets |
| Tangible fixed assets are initially measured at cost, net of depreciation and any impairment losses. Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the basis disclosed in the accounting policies. |
| The closing net book value at the year end and depreciation charge for the year is disclosed in note 14. |
| Allocation of production overheads to cost of work in progress |
| Cost of work in progress manufactured by the company includes an estimate for the allocation of production overheads. This allocation is based on a percentage mark up applied to the calculated wage cost element of direct manufacturing costs, with different percentage mark ups calculated for each of the main locations of manufacture operated by the company. |
| The value of stock of work in progress at the year end is disclosed in note 16. |
| Impairment review of stock |
| At the end of each reporting period stock are assessed for impairment. If an item of stock is impaired, the identified stock is reduced to its selling price less costs to complete and sell and an impairment charge is recognised in the profit and loss account. |
| The value of total stock at the year end is disclosed in note 16. |
| 4. | TURNOVER |
| The turnover and profit before taxation are attributable to the one principal activity of the group. |
| An analysis of turnover by class of business is given below: |
| £ |
| Sale of steel fences | 6,472,252 |
| Coating of steel services | 3,233,128 |
| Galvanising of metal services | 348,132 |
| 10,053,512 |
| All turnover relates to businesses acquired in the year. |
| 5. | EMPLOYEES AND DIRECTORS |
| £ |
| Wages and salaries | 1,982,831 |
| Social security costs | 198,360 |
| Other pension costs | 40,992 |
| 2,222,183 |
| The average number of employees during the period was as follows: |
| Employees |
| Pension costs relate to defined contribution schemes only. |
| Bellator Holdings Limited (Registered number: 15448787) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 29th January 2024 to 31st December 2024 |
| 5. | EMPLOYEES AND DIRECTORS - continued |
| £ |
| Directors' remuneration | 196,710 |
| 6. | OPERATING PROFIT |
| The operating profit is stated after charging/(crediting): |
| £ |
| Operating lease income | (2,000 | ) |
| Depreciation - owned assets | 150,613 |
| Profit on disposal of fixed assets | (3,044 | ) |
| Positive goodwill amortisation | 11,829 |
| Negative goodwill amortisation | (641,646 | ) |
| Bad debts | 13,024 |
| 7. | AUDITORS' REMUNERATION FOR AUDIT SERVICES |
| 2024 |
| £ |
| Audit of parent company | 4,000 |
| Audit of subsidiaries | 25,050 |
| 29,050 |
| 8. | AMORTISATION OF GOODWILL |
| £ |
| Amortisation of positive goodwill | (11,829 | ) |
| Amortisation of negative goodwill | 641,646 |
| 629,817 |
| Positive goodwill is released to the profit and loss account over its estimated useful economic life of 10 years from date of acquisition of the related subsidiary. |
| Negative goodwill is released to the profit and loss account in line with the release of the fair value of non-monetary assets of the relating subsidiaries at time of acquisition to the profit and loss account. Non-monetary assets include tangible fixed assets, stock and prepayments. |
| 9. | INTEREST RECEIVABLE AND SIMILAR INCOME |
| £ |
| Other interest receivable | 135 |
| 10. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| £ |
| Bank loan interest payable | 259,993 |
| Hire purchase interest payable | 1,689 |
| 261,682 |
| Bellator Holdings Limited (Registered number: 15448787) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 29th January 2024 to 31st December 2024 |
| 11. | TAXATION |
| Analysis of the tax charge |
| The tax charge on the profit for the period was as follows: |
| £ |
| Current tax: |
| UK corporation tax | 67,948 |
| Deferred tax: |
| Origination and reversal of timing differences | 129,687 |
| Tax on profit | 197,635 |
| RECONCILIATION OF TOTAL TAX CHARGE INCLUDED IN PROFIT AND LOSS |
| The tax assessed for the period is lower than the standard rate of corporation tax in the UK. The difference is explained below: |
| £ |
| Profit before tax | 1,409,045 |
| Profit multiplied by the standard rate of corporation tax in the UK of 25 % | 352,261 |
| Effects of: |
| Expenses not deductible for tax purposes | 2,918 |
| Amortisation of goodwill not recognised for tax purposes | (157,454 | ) |
| Marginal rate relief | (90 | ) |
| Total tax charge | 197,635 |
| 12. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME |
| As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements. |
| 13. | INTANGIBLE FIXED ASSETS |
| Group |
| Positive | Negative | Computer |
| goodwill | goodwill | software | Totals |
| £ | £ | £ | £ |
| COST |
| Additions | - | - | 6,000 | 6,000 |
| Acquired as part of business combinations |
709,769 |
(862,709 |
) |
- |
(152,940 |
) |
| At 31st December 2024 | 709,769 | (862,709 | ) | 6,000 | (146,940 | ) |
| AMORTISATION |
| Amortisation for period | 11,829 | (641,646 | ) | - | (629,817 | ) |
| At 31st December 2024 | 11,829 | (641,646 | ) | - | (629,817 | ) |
| NET BOOK VALUE |
| At 31st December 2024 | 697,940 | (221,063 | ) | 6,000 | 482,877 |
| Computer software was under development at the period end. |
| Bellator Holdings Limited (Registered number: 15448787) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 29th January 2024 to 31st December 2024 |
| 14. | TANGIBLE FIXED ASSETS |
| Group |
| Freehold | Plant and | Motor | Computer |
| property | machinery | vehicles | equipment | Totals |
| £ | £ | £ | £ | £ |
| COST |
| Additions | 9,794 | 506,641 | 219,324 | - | 735,759 |
| Disposals | - | - | (118,196 | ) | - | (118,196 | ) |
| Acquired as part of business combinations |
6,030,000 |
4,083,304 |
719,958 |
395,128 |
11,228,390 |
| At 31st December 2024 | 6,039,794 | 4,589,945 | 821,086 | 395,128 | 11,845,953 |
| DEPRECIATION |
| Charge for period | - | 90,709 | 48,707 | 11,197 | 150,613 |
| Eliminated on disposal | - | - | (76,240 | ) | - | (76,240 | ) |
| Acquired as part of business combinations |
- |
3,826,390 |
340,993 |
370,197 |
4,537,580 |
| At 31st December 2024 | - | 3,917,099 | 313,460 | 381,394 | 4,611,953 |
| NET BOOK VALUE |
| At 31st December 2024 | 6,039,794 | 672,846 | 507,626 | 13,734 | 7,234,000 |
| At the period end the group had motor vehicle tangible fixed assets held under hire purchase agreements with net book value totalling £129,215. |
| Company |
| Freehold |
| property |
| £ |
| COST |
| Additions |
| At 31st December 2024 |
| NET BOOK VALUE |
| At 31st December 2024 |
| All freehold property is rented out to subsidiaries of the company. |
| 15. | FIXED ASSET INVESTMENTS |
| Company |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| Additions |
| At 31st December 2024 |
| NET BOOK VALUE |
| At 31st December 2024 |
| Bellator Holdings Limited (Registered number: 15448787) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 29th January 2024 to 31st December 2024 |
| 15. | FIXED ASSET INVESTMENTS - continued |
| Subsidiaries |
| At the year end the company had the following subsidiaries: |
| Company's | Group's |
| percentage | percentage |
| Subsidiary | Nature of business | holding | holding |
| Kelcamp Steel Fencing Ltd | manufacture and sale of security fencing | 100% | 100% |
| Aspect Powder Coatings Ltd | coating of steel with polyester powder | 100% | 100% |
| Stoke Galvanising Ltd | galvanising of metal | 100% | 100% |
| The registered office of the subsidiaries are as follows: |
| Subsidiary | Registered Office |
| Kelcamp Steel Fencing Ltd | Florida Close Hot Lane Industrial Estate, Burslem, Stoke On Trent, Staffordshire, ST6 2DJ |
| Aspect Powder Coatings Ltd | Aspect House Coneygre Industrial Estate, Birmingham New Road, Tipton, West Midlands, DY4 8XP |
| Stoke Galvanising Ltd | Nevada Lane, Burslem, Stoke-On-Trent, Staffordshire, ST6 2BN |
| 16. | STOCKS |
| Group |
| £ |
| Raw materials | 639,871 |
| Work-in-progress | 226,672 |
| 866,543 |
| 17. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| £ | £ |
| Trade debtors | 2,589,352 |
| Other debtors | 7,761 |
| VAT | 120,175 |
| Prepayments | 79,435 |
| 2,796,723 |
| Bellator Holdings Limited (Registered number: 15448787) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 29th January 2024 to 31st December 2024 |
| 18. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| £ | £ |
| Bank loans and overdrafts (see note 20) | 245,355 |
| Hire purchase contracts (see note 21) | 28,746 |
| Customer payments on account | 74,330 |
| Trade creditors | 2,394,087 |
| Amounts owed to group undertakings | - |
| Corporation tax | 317,218 |
| Social security and other taxes | 339,032 |
| Other creditors | 483,090 |
| Amounts owed to non-director shareholders | 883,874 | 999,950 |
| Amounts owed to other related parties | 6,159 | - |
| Directors' loan accounts | 1,031,929 | 1,007,950 |
| Accrued expenses | 182,722 |
| 5,986,542 |
| 19. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
| Group | Company |
| £ | £ |
| Bank loans (see note 20) | 4,855,841 |
| Hire purchase contracts (see note 21) | 67,375 |
| 4,923,216 |
| 20. | LOANS |
| An analysis of the maturity of loans is given below: |
| Group | Company |
| £ | £ |
| Amounts falling due within one year or on | demand: |
| Bank loans | 245,355 |
| Amounts falling due between one and two | years: |
| Bank loans | 249,638 |
| Amounts falling due between two and five | years: |
| Bank loans | 886,402 |
| Amounts falling due in more than five years: |
| Repayable by instalments |
| Bank loans | 3,719,801 | 3,719,801 |
| Bank loans are repayable by variable monthly instalments with the amounts repayable dependent on the amount of monthly interest charged. Interest on bank loans is being charged at Bank of England base rate plus either 2.4% or 2.5%. |
| Bellator Holdings Limited (Registered number: 15448787) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 29th January 2024 to 31st December 2024 |
| 21. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Group |
| Hire |
| purchase |
| contracts |
| £ |
| Net obligations repayable: |
| Within one year | 28,746 |
| Between one and five years | 67,375 |
| 96,121 |
| 22. | SECURED DEBTS |
| The following secured debts are included within creditors: |
| Group | Company |
| £ | £ |
| Bank loans | 5,101,196 |
| Hire purchase contracts | 96,121 | - |
| 5,197,317 |
| Bank loans are secured by a cross party guarantee and debenture consisting of fixed and floating charges over all assets and undertakings of the both the parent company and all of its subsidiaries. |
| Hire purchase loans are secured by way of charges over the tangible fixed assets to which they relate. |
| 23. | PROVISIONS FOR LIABILITIES |
| Group | Company |
| £ | £ |
| Deferred tax |
| Accelerated capital allowances | 217,481 |
| Deferred taxable gains on freehold property | 262,503 |
| Other timing differences | (388 | ) | - |
| 479,596 | 262,503 |
| Group |
| Deferred |
| tax |
| £ |
| Charge to Statement of Comprehensive Income during period | 129,687 |
| Business combination additions | 349,909 |
| Balance at 31st December 2024 | 479,596 |
| Company |
| Deferred |
| tax |
| £ |
| Charge to Statement of Comprehensive Income during period |
| Balance at 31st December 2024 |
| Bellator Holdings Limited (Registered number: 15448787) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 29th January 2024 to 31st December 2024 |
| 23. | PROVISIONS FOR LIABILITIES - continued |
| Deferred tax provisions relating to accelerated capital allowances is expected to be reversed out over the useful lives of the individual tangible fixed assets to which they relate, with an estimated £55,000 expected to reverse out in the next financial year, excluding the effect of any additions or disposals of tangible fixed asset that may occur in the next financial year. |
| Deferred tax provisions relating to freehold properties held in subsidiaries and measured at fair value at date of acquisition, which were then sold to the parent company at fair value immediately after acquisition, with a nil loss / nil gain election applied for corporation tax purposes, will reverse out when the group sells the freehold property to which these provisions relate. |
| Deferred tax provisions relating to other short term timing differences are expected to fully reverse out in the next financial year. |
| 24. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal |
| value: | £ |
| Ordinary A | £1 | 50 |
| Ordinary B | £1 | 50 |
| 100 |
| The following shares were allotted and fully paid for cash at par during the period: |
| 50 Ordinary A shares of £1 each |
| 50 Ordinary B shares of £1 each |
| Ordinary A and B shares are treated as being identical and rank pari passu, except in regard to the distribution of profits where such matters are determined by the directors. |
| 25. | RESERVES |
| Retained earnings |
| Retained earnings represent cumulative profits and losses made by the company net of distributions to owners. |
| At the period end, the group's ability to issue dividends was partly restricted, both due to the individual parent company having insufficient reserves to issue dividends in its own right and also due to the retained earnings of subsidiaries including gains on sale of property to the parent company that are considered unrealised gains for distribution purposes under Companies Act 2006. |
| 26. | RELATED PARTY DISCLOSURES |
| Fastline Steel Services UK Limited owns 50% of the issued share capital of the group's parent company Bellator Holdings Limited. Fastline Steel Services UK Limited is wholly owned by Michael Fellows, a director of the group. During the period the group made sales to Fastline Steel Services UK Limited totalling £961,896 and made purchases from Fastline Steel Services UK Limited totalling £551,352. At the period end the group owed Fastline Steel Services UK Limited a net total of £883,874. |
| Fastline International Ltd is a company wholly owned by Michael Fellows, a director of the group. During the period the group made purchases from Fastline International Ltd totalling £5,132. At the period end the group owed Fastline International Ltd a total of £6,159. |
| During the period the company acquired 25% of the issued share capital of Aspect Powder Coating Limited for £1,000,000 from Paul Collins, a director and 50% shareholder of the group. At the year end the group owed Paul Collins a total of £1,031,929. |
| 27. | ULTIMATE CONTROLLING PARTY |
| The ultimate controlling parties are the directors P Collins and M Fellows, who between them have joint control either director or indirectly all of the share capital of Bellator Holdings Limited. |
| Bellator Holdings Limited (Registered number: 15448787) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 29th January 2024 to 31st December 2024 |
| 28. | BUSINESS COMBINATIONS - KELCAMP STEEL FENCING LIMITED |
| Bellator Holdings Limited acquired 100% of the share capital of Kelcamp Steel Fencing Limited, a company registered in England and Wales, on 30 April 2024. |
| £ |
| Fair value of assets and liabilities at date of acquisition |
| Tangible fixed assets | 2,194,475 |
| Stock | 975,065 |
| Debtors | 4,576,972 |
| Cash | 563,434 |
| Creditors | (2,885,475 | ) |
| Deferred tax | (125,393 | ) |
| 5,299,078 |
| Negative goodwill | (249,011 | ) |
| 5,050,067 |
| Consideration paid |
| Cash payments | 5,000,000 |
| Legal fees and disbursements relating to purchase of subsidiary | 50,067 |
| 5,050,067 |
| Post acquisition trading results of Kelcamp Steel Fencing Limited |
| £ |
| Turnover | 6,472,252 |
| Profit and loss before tax | 1,766,774 |
| Profit and loss after tax | 1,673,260 |
| Post acquisition trading results includes transactions with to other group companies that eliminate on consolidation, including including profit on sale of freehold property to Bellator Holdings Limited of £1,396,352. |
| Bellator Holdings Limited (Registered number: 15448787) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 29th January 2024 to 31st December 2024 |
| 29. | BUSINESS COMBINATIONS - ASPECT POWDER COATINGS LIMITED |
| Bellator Holdings Limited acquired 100% of the share capital of Aspect Powder Coatings Limited, a company registered in England and Wales, on 30 April 2024. |
| £ |
| Fair value of assets and liabilities at date of acquisition |
| Tangible fixed assets | 3,609,537 |
| Stock | 311,990 |
| Debtors | 1,567,372 |
| Bank overdrafts | 378,001 |
| Creditors | (1,047,002 | ) |
| Deferred tax | (167,133 | ) |
| 4,652,765 |
| Negative goodwill | (613,698 | ) |
| 4,039,067 |
| Consideration paid |
| Cash payments | 3,000,000 |
| Legal fees and disbursements relating to purchase of subsidiary | 39,067 |
| Amounts due to a director of the group | 1,000,000 |
| 4,039,067 |
| Post acquisition trading results of Aspect Powder Coatings Limited |
| £ |
| Turnover | 3,742,416 |
| Profit and loss before tax | 1,964,628 |
| Profit and loss after tax | 1,860,706 |
| Post acquisition trading results includes transactions with to other group companies that eliminate on consolidation, including profit on sale of freehold property to Bellator Holdings Limited of £1,548,943. |
| Bellator Holdings Limited (Registered number: 15448787) |
| Notes to the Consolidated Financial Statements - continued |
| for the Period 29th January 2024 to 31st December 2024 |
| 30. | BUSINESS COMBINATIONS - STOKE GALVANISING LIMITED |
| Bellator Holdings Limited acquired 100% of the share capital of Stoke Galvanising Limited, a company registered in England and Wales, on 28 October 2024. |
| £ |
| Fair value of assets and liabilities at date of acquisition |
| Tangible fixed assets | 886,797 |
| Stock | 305,513 |
| Debtors | 2,472,695 |
| Cash at bank | 152,676 |
| Creditors | (540,614 | ) |
| Deferred tax | (57,383 | ) |
| 3,219,684 |
| Positive goodwill | 709,769 |
| 3,929,453 |
| Consideration paid |
| Cash payments | 3,388,878 |
| Creditor for deferred consideration | 500,000 |
| Legal fees and disbursements relating to purchase of subsidiary | 40,575 |
| 3,929,453 |
| Post acquisition trading results of Stoke Galvanising Limited |
| £ |
| Turnover | 354,567 |
| Profit and loss before tax | 114,774 |
| Profit and loss after tax | 127,621 |
| Post acquisition trading results includes transactions with to other group companies that eliminate on consolidation, including profit on sale of freehold property to Bellator Holdings Limited of £166,500. |